2018 LINCOLN MKC ESP

END USER LICENSE AGREEMENT
VEHICLE SOFTWARE END USERLICENSE AGREEMENT (EULA)
•You (“You” or “Your” as applicable) haveacquired a vehicle having severaldevices, including SYNC ® and variouscontrol modules, ("DEVICES") that includesoftware licensed or owned by FordMotor Company and its affiliates ("FORDMOTOR COMPANY"). Those softwareproducts of FORD MOTOR COMPANYorigin, as well as associated media,printed materials, and "online" orelectronic documentation ("SOFTWARE")are protected by international intellectualproperty laws and treaties. TheSOFTWARE is licensed, not sold. Allrights reserved.
•The SOFTWARE may interface withand/or communicate with, or may be laterupgraded to interface with and/orcommunicate with additional softwareand/or systems provided by FORDMOTOR COMPANY.
IF YOU DO NOT AGREE TO THIS ENDUSER LICENSE AGREEMENT ("EULA") DONOT USE THE DEVICES OR COPY THESOFTWARE. ANY USE OF THE SOFTWARE,INCLUDING BUT NOT LIMITED TO USE ONTHE DEVICES, WILL CONSTITUTE YOURAGREEMENT TO THIS EULA (ORRATIFICATION OF ANY PREVIOUSCONSENT).
GRANT OF SOFTWARE LICENSE: This EULAgrants you the following license:
•You may use the SOFTWARE as installedon the DEVICES and as otherwiseinterfacing with systems and/or servicesprovide by or through FORD MOTORCOMPANY or its third party software andservice providers.
Description of Other Rights and Limitations
•Speech Recognition: If the SOFTWAREincludes speech recognitioncomponent(s), you should understandthat speech recognition is an inherentlystatistical process and that recognitionerrors are inherent in the process.Neither FORD MOTOR COMPANY nor
its suppliers shall be liable for anydamages arising out of errors in thespeech recognition process. It is yourresponsibility to monitor any speechrecognition functions included in thesystem.
•Limitations on Reverse Engineering,Decompilation and Disassembly: Youmay not reverse engineer, decompile,translate, disassemble or attempt todiscover any source code or underlyingideas or algorithms of the SOFTWAREnor permit others to reverse engineer,decompile or disassemble theSOFTWARE, except and only to theextent that such activity is expresslypermitted by applicable lawnotwithstanding this limitation or to theextent as may be permitted by thelicensing terms governing use of anyopen source components included withthe SOFTWARE.
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•Links to Third Party Sites: TheSOFTWARE may provide you with theability to link to third party sites. The thirdparty sites are not under the control ofFORD MOTOR COMPANY, its affiliatesand/or its designated agent. NeitherFORD MOTOR COMPANY nor itsaffiliates nor its designated agent areresponsible for (I) the contents of anythird party sites, any links contained inthird party sites, or any changes orupdates to third party sites, or (ii)webcasting or any other form oftransmission received from any thirdparty sites. If the SOFTWARE provideslinks to third party sites, those links areprovided to you only as a convenience,and the inclusion of any link does notimply an endorsement of the third partysite by FORD MOTOR COMPANY, itsaffiliates and/or its designated agent.
•Obligation to Drive Responsibly: Yourecognize your obligation to driveresponsibly and keep attention on theroad. You will read and abide with theDEVICES operating instructionsparticularly as they pertain to safety andyou agree to assume any risk associated
with the use of the DEVICES.
UPGRADES AND RECOVERY MEDIA: If theSOFTWARE is provided by FORD MOTORCOMPANY separate from the DEVICES onmedia such as a ROM chip, CD ROM disk(s)or via web download or other means, and islabeled "For Upgrade Purposes Only" or "ForRecovery Purposes Only" you may install one(1) copy of such SOFTWARE onto theDEVICES as a replacement copy for theexisting SOFTWARE, and use it inaccordance with this EULA, including anyadditional EULA terms accompanying theupgrade SOFTWARE.
INTELLECTUAL PROPERTY RIGHTS: Alltitle and intellectual property rights in and tothe SOFTWARE (including but not limited toany images, photographs, animations, video,audio, music, text and "applets" incorporatedinto the SOFTWARE), the accompanyingprinted materials, and any copies of theSOFTWARE, are owned by FORD MOTORCOMPANY, or its affiliates or suppliers. TheSOFTWARE is licensed, not sold. You maynot copy the printed materials accompanyingthe SOFTWARE. All title and intellectualproperty rights in and to the content which
may be accessed through use of theSOFTWARE is the property of the respectivecontent owner and may be protected byapplicable copyright or other intellectualproperty laws and treaties. This EULA grantsyou no rights to use such content outside itsintended use. All rights not specificallygranted under this EULA are reserved byFORD MOTOR COMPANY, its affiliates, andthird party software and service providersand suppliers. Use of any on-line serviceswhich may be accessed through theSOFTWARE may be governed by therespective terms of use relating to suchservices. If this SOFTWARE containsdocumentation that is provided only inelectronic form, you may print one copy ofsuch electronic documentation.
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•Navigation Features: Any navigationfeatures included in the system areintended to provide turn by turninstructions to get you to a desireddestination. Please make certain allpersons using this system carefully readand follow instructions and safetyinformation fully.
•Distraction Hazard: Any navigationfeatures may require manual (non-verbal)setup. Attempting to perform such set-upor insert data while driving can distractyour attention and could cause anaccident or other serious injury. Stop thevehicle in a safe and legal manner beforeattempting these operations.
•Let Your Judgment Prevail: Anynavigation features are provided only asan aid. Make your driving decisionsbased on your observations of localconditions and existing traffic regulations.Any such feature is not a substitute foryour personal judgment. Any routesuggestions made by this system shouldnever replace any local traffic regulationsor your personal judgment or knowledgeof safe driving practices.
•Route Safety: Do not follow the routesuggestions if doing so would result inan unsafe or illegal maneuver, if youwould be placed in an unsafe situation,or if you would be directed into an areathat you consider unsafe. The driver isultimately responsible for the safeoperation of the vehicle and therefore,must evaluate whether it is safe to followthe suggested directions.
•Potential Map Inaccuracy: Maps usedby this system may be inaccuratebecause of changes in roads, trafficcontrols or driving conditions. Always usegood judgment and common sense whenfollowing the suggested routes.
•Emergency Services: Do not rely on anynavigation features included in thesystem to route you to emergencyservices. Ask local authorities or anemergency services operator for theselocations. Not all emergency servicessuch as police, fire stations, hospitals andclinics are likely to be contained in themap database for such navigationfeatures.
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Your Responsibilities and Assumptions ofRisk
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•You agree to each of the following:(a)Any use of the SOFTWARE while drivingan automobile or other vehicle inviolation of applicable law or otherwisedriving in an unsafe manner presents asignificant risk of distracted driving andshould not be attempted under anycircumstances;(b) Use of the SOFTWAREat excessive volume poses a significantrisk of hearing damage and should notbe attempted under anycircumstances;(c) The SOFTWARE maynot be compatible with new or differentversions of an operating system, thirdparty software, or third party services,and the SOFTWARE may potentiallycause a critical failure of an operatingsystem, third party software, or third partyservice.(d) Any third party serviceaccessed by or third party software usedwith the SOFTWARE (I) may charge anadditional fee for access, (ii) may notwork correctly, on an uninterrupted basis,or error free, (iii) may change streamingformats or discontinue operation, (iv) maycontain adult, profane or offensivecontent; and (v) may contain inaccurate,false or misleading traffic, weather,
financial or safety information or othercontent; and (e) Use of the SOFTWAREmay cause you to incur additionalcharges from your wireless serviceprovider (WSP) and any data or minutecalculators that may be included in thesoftware program are for reference only,are not warranted in any way and shouldnot be relied upon in anyway.
•When using the SOFTWARE, you agreeto be responsible for and assume theentire risk to the items set forth in Section(a) – (e) above.
Disclaimer of Warranty
YOU EXPRESSLY ACKNOWLEDGE ANDAGREE THAT USE OF THE DEVICES ANDSOFTWARE IS AT YOUR SOLE RISK ANDTHAT THE ENTIRE RISK AS TOSATISFACTORY QUALITY, PERFORMANCE,COMPATIBILITY, ACCURACY AND EFFORTIS WITH YOU. TO THE MAXIMUM EXTENTPERMITTED BY APPLICABLE LAW, THESOFTWARE AND ANY THIRD PARTYSOFTWARE OR THIRD-PARTY SERVICESARE PROVIDED "AS IS" AND “ASAVAILABLE”, WITH ALL FAULTS AND
WITHOUT WARRANTY OF ANY KIND, ANDFORD MOTOR COMPANY HEREBYDISCLAIMS ALL WARRANTIES ANDCONDITIONS WITH RESPECT TO THESOFTWARE, THIRD PARTY SOFTWARE, ANDTHIRD-PARTY SERVICES, EITHER EXPRESS,IMPLIED OR STATUTORY, INCLUDING, BUTNOT LIMITED TO, THE IMPLIEDWARRANTIES AND/OR CONDITIONS OFMERCHANTABILITY, OF SATISFACTORYQUALITY, OF FITNESS FOR AN ARTICULARPURPOSE, OF ACCURACY, OF QUIETENJOYMENT, AND NON-INFRINGEMENTOF THIRD-PARTY RIGHTS. FORD MOTORCOMPANY DOES NOT WARRANT (a)AGAINST INTERFERENCE WITH YOURENJOYMENT OF THE SOFTWARE, THIRDPARTY SOFTWARE, OR THIRD-PARTYSERVICES, (b) THAT THE SOFTWARE, THIRDPARTY SOFTWARE, OR THIRD-PARTYSERVICES WILL MEET YOURREQUIREMENTS, (c) THAT THE OPERATIONOF THE SOFTWARE, THIRD PARTYSOFTWARE, OR THIRD-PARTY SERVICESWILL BE UNINTERRUPTED OR ERROR-FREE,(d) OR THAT DEFECTS IN THE SOFTWARE,THIRD PARTY SOFTWARE, OR THIRD-PARTYSERVICES WILL BE CORRECTED. NO ORAL
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iii. is harmful, threatening, abusive, harassing,tortuous, defamatory, vulgar, obscene,libelous, or otherwise objectionable; and (f )lease, rent out, or otherwise permitunauthorized access by third parties to theTeleNav Software without advanced writtenpermission of TeleNav.
4. Disclaimers
•To the fullest extent permissible pursuantto applicable law, in no event willTeleNav, its licensors and suppliers, oragents or employees of any of theforegoing, be liable for any decisionmade or action taken by you or anyoneelse in reliance on the informationprovided by the TeleNav Software.TeleNav also does not warrant theaccuracy of the map or other data usedfor the TeleNav Software. Such data maynot always reflect reality due to, amongother things, road closures, construction,weather, new roads and other changingconditions. You are responsible for theentire risk arising out of your use of theTeleNav Software. For example butwithout limitation, you agree not to rely
on the TeleNav Software for criticalnavigation in areas where the well-beingor survival of you or others is dependenton the accuracy of navigation, as themaps or functionality of the TeleNavSoftware are not intended to supportsuch high risk applications, especially inmore remote geographical areas.
•TELENAV EXPRESSLY DISCLAIMS ANDEXCLUDES ALL WARRANTIES INCONNECTION WITH THE TELENAVSOFTWARE, WHETHER STATUTORY,EXPRESS OR IMPLIED, INCLUDING ALLWARRANTIES WHICH MAY ARISE FROMCOURSE OF DEALING, CUSTOM ORTRADE AND INCLUDING, BUT NOTLIMITED TO, THE IMPLIED WARRANTIESOF MERCHANTABILITY, FITNESS FORA PARTICULAR PURPOSE ANDNON-INFRINGEMENT OF THIRD PARTYRIGHTS WITH RESPECT TO THETELENAV SOFTWARE.
•Certain jurisdictions do not permit thedisclaimer of certain warranties, so thislimitation may not apply to you.
5. Limitation of Liability
•TO THE EXTENT PERMITTED UNDERAPPLICABLE LAW, UNDER NOCIRCUMSTANCES SHALL TELENAV ORITS LICENSORS AND SUPPLIERS BELIABLE TO YOU OR TO ANY THIRDPARTY FOR ANY INDIRECT,INCIDENTAL, CONSEQUENTIAL,SPECIAL OR EXEMPLARY DAMAGES(INCLUDING IN EACH CASE, BUT NOTLIMITED TO, DAMAGES FOR THEINABILITY TO USE THE EQUIPMENT ORACCESS DATA, LOSS OF DATA, LOSSOF BUSINESS, LOSS OF PROFITS,BUSINESS INTERRUPTION OR THE LIKE)ARISING OUT OF THE USE OF ORINABILITY TO USE THE TELENAVSOFTWARE, EVEN IF TELENAV HASBEEN ADVISED OF THE POSSIBILITY OFSUCH DAMAGES. NOTWITHSTANDINGANY DAMAGES THAT YOU MIGHTINCUR FOR ANY REASONWHATSOEVER (INCLUDING, WITHOUTLIMITATION, ALL DAMAGESREFERENCED HEREIN AND ALL DIRECTOR GENERAL DAMAGES IN CONTRACT,TORT (INCLUDING NEGLIGENCE) OR
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OTHERWISE), THE ENTIRE LIABILITY OFTELENAV AND OF ALL OF TELENAV'SSUPPLIERS SHALL BE LIMITED TO THEAMOUNT ACTUALLY PAID BY YOU FORTHE TELENAV SOFTWARE. SOMESTATES AND/OR JURISDICTIONS DONOT ALLOW THE EXCLUSION ORLIMITATION OF INCIDENTAL ORCONSEQUENTIAL DAMAGES, SO THEABOVE LIMITATIONS OR EXCLUSIONSMAY NOT APPLY TO YOU.
6. Arbitration and Governing Law
•You agree that any dispute, claim orcontroversy arising out of or relating tothis Agreement or the TeleNav Softwareshall be settled by independentarbitration involving a neutral arbitratorand administered by the AmericanArbitration Association in the County ofSanta Clara, California. The arbitratorshall apply the Commercial ArbitrationRules of the American ArbitrationAssociation, and the judgment upon theaward rendered by the arbitrator may beentered by any court having jurisdiction.Note that there is no judge or jury in an
arbitration proceeding and the decisionof the arbitrator shall be binding uponboth parties. You expressly agree towaive your right to a jury trial. ThisAgreement and performance hereunderwill be governed by and construed inaccordance with the laws of the State ofCalifornia, without giving effect to itsconflict of law provisions. To the extentjudicial action is necessary in connectionwith the binding arbitration, both TeleNavand you agree to submit to the exclusivejurisdiction of the courts of the County ofSanta Clara, California. The UnitedNations Convention on Contracts for theInternational Sale of Goods shall notapply.
7. Assignment
•You may not resell, assign, or transferthis Agreement or any of your rights orobligations, except in totality, inconnection with your permanent transferof the TeleNav Software, and expresslyconditioned upon the new user of theTeleNav Software agreeing to be boundby the terms and conditions of this
Agreement. Any such sale, assignmentor transfer that is not expressly permittedunder this paragraph will result inimmediate termination of this Agreement,without liability to TeleNav, in which caseyou and all other parties shallimmediately cease all use of the TeleNavSoftware. Notwithstanding the foregoing,TeleNav may assign this Agreement toany other party at any time withoutnotice, provided the assignee remainsbound by this Agreement.
8. Miscellaneous
8.1
This Agreement constitutes the entireagreement between TeleNav and you withrespect to the subject matter hereof.
8.2
Except for the limited licenses expresslygranted in this Agreement, TeleNav retainsall right, title and interest in and to theTeleNav Software, including withoutlimitation all related intellectual propertyrights. No licenses or other rights which are
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not expressly granted in this Agreement areintended to, or shall be, granted or conferredby implication, statute, inducement, estoppelor otherwise, and TeleNav and its suppliersand licensors hereby reserve all of theirrespective rights other than the licensesexplicitly granted in this Agreement.
8.3
By using the TeleNav Software, you consentto receive from TeleNav all communications,including notices, agreements, legallyrequired disclosures or other information inconnection with the TeleNav Software(collectively, "Notices") electronically.TeleNav may provide such Notices byposting them on TeleNav's Website or bydownloading such Notices to your wirelessdevice. If you desire to withdraw yourconsent to receive Notices electronically,you must discontinue your use of theTeleNav Software.
8.4
TeleNav's or your failure to requireperformance of any provision shall not affectthat party's right to require performance atany time thereafter, nor shall a waiver of anybreach or default of this Agreementconstitute a waiver of any subsequent breachor default or a waiver of the provision itself.
8.5
If any provision herein is held unenforceable,then such provision will be modified to reflectthe intention of the parties, and theremaining provisions of this Agreement willremain in full force and effect.
8.6
The headings in this Agreement are forconvenience of reference only, will not bedeemed to be a part of this Agreement, andwill not be referred to in connection with theconstruction or interpretation of thisAgreement. As used in this Agreement, thewords "include" and "including" andvariations thereof, will not be deemed to beterms of limitation, but rather will be deemedto be followed by the words "withoutlimitation".
9. Other Vendors Terms and Conditions
•The Telenav Software utilizes map andother data licensed to Telenav by thirdparty vendors for the benefit of you andother end users. This Agreement includesend-user terms applicable to thesecompanies (included at the end of thisAgreement), and thus your use of theTelenav Software is also subject to suchterms. You agree to comply with thefollowing additional terms and conditions,which are applicable to Telenav’s thirdparty vendor licensors::
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